Thrombotic occlusion of coronary and peripheral small-diameter (< 6 mm) arteries is one of major causes of morbidity and mortality worldwide. The use of autologous saphenous veins as bypass grafts for occluded vessels are constrained by unavailability in patients with systemic vascular disease, and synthetic graft are also limited since the materials (e.g., ePTFE, Dacron) induce unnatural cell responses leading to thrombosis and graft stenosis. While tissue-engineered vascular conduits can potentially overcome these challenges, they currently fail to incorporate the biological and architectural components of vascular matrix due to inherently poor elastin synthesis by post-neonatal cells. Recently, we have shown that tetrameric fragments of hyaluronan (HA-o), a glycosaminoglycan in vascular extracellular matrix, and TGF-21 significantly upregulate elastin precursor synthesis and elastic matrix maturation by adult rat vascular smooth muscle cells (RASMCs). However, application of this method to engineer vascular constructs can benefit from (a) recruiting a young and potentially more inherently elastogenic source of autologous cells within a peritoneal cavity and (b) utilizing elastogenic factor (HA-o and TGF-21) functionalized electrospun meshes, with sub-micron diameter aligned polymer fibers, to further enhance elastin deposition and guide elastic fiber formation and alignment. Additional goals of developing intra-peritoneal autologous tissue are to provide components of a physiologic microenvironment for cells, while circumventing the need with in vitro bioreactors to isolate primary cells from biopsied healthy tissues and expand them in culture prior to cell seeding. Our objective is to produce a patent, elastic fiber rich small-diameter vascular graft by recruiting autologous peritoneal cells to an electrospun meshes tethered with elastogenic factors. The study will test four hypotheses: (a) the graft can be produced by recruiting rat peritoneal cells to an electrospun conduit, (b) HA-o and TGF- 21 tethered-meshes will prompt peritoneal cell differentiation into smooth muscle-like, though more elastogenic cells, (c) circumferentially oriented electrospun fibers will direct cellular deposition of aligned elastic fibers, and (d) grafts will remain viable when autologously implanted in rat abdominal aortae. These hypotheses will be tested with two specific aims. Aim 1A will investigate separately (a) the extent of aligned elastic fiber generation by RASMCs on non- functionalized meshes and (b) the density of HA-o and TGF-21 immobilized on 2-D films that prompts maximum elastic matrix synthesis and maturation. Aim 1B will determine the benefits of factor functionalized 3-D electrospun sheets, over functionalized films and non-functionalized electrospun sheets. Aim 2A, B will test (a) recruited intra-peritoneal cell differentiation into smooth muscle-like cells on an electrospun conduit and the time required to (b) generate an elastic-matrix rich graft replicating aortal structure and mechanics. Aim 2C will determine graft patency through autologous transplantation in a rat aorta. The significance of this proposal is in engineering vascular tissue replacements with elastic matrix similar to native tissue.